0001013762-14-000464 Sample Contracts

STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • April 28th, 2014 • Omagine, Inc. • Non-operating establishments • New York

The selling stockholder of the Common Stock or any of its pledgees, assignees or successors-in-interest ( a “Selling Stockholder”) may, from time to time, sell any or all of their Shares (the “Resale Shares”) on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares of Common Stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling Resale Shares:

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 28th, 2014 • Omagine, Inc. • Non-operating establishments • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 22, 2014 (the “Agreement Date”), by and between OMAGINE, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and YA GLOBAL MASTER SPV, LTD., a Cayman Islands exempt limited partnership (the “Investor”).

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